Exhibit P
SUBSCRIPTION AGREEMENT
Subscription Agreement, dated as of July 16, 2002, between Real Estate
Income Fund Inc., a corporation organized under the laws of Maryland (the
"Fund") and Salomon Brothers Holding Company Inc. (the "Purchaser").
WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund proposes to issue and sell shares of its common stock,
par value $.001 per share (the "Common Stock"), to the public pursuant to a
Registration Statement on Form N-2 (the "Registration Statement") filed with the
Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its securities.
NOW, THEREFORE, the Fund and the Purchaser agree as follows:
1. The Fund offers to sell to the Purchaser, and the Purchaser agrees
to purchase from the Fund, 6995.453 shares of Common Stock, at a
price of $14.295 per share (the "Shares") on a date, to be
specified by the Fund, prior to the effective date of the
Registration Statement.
2. The Purchaser represents and warrants to the Fund that it is
acquiring the Shares for investment purposes only and that the
Shares will be sold only pursuant to a registration statement
under the Securities Act of 1933, as amended, or an applicable
exemption from the registration requirements contained therein.
3. The Purchaser's right under this Subscription Agreement to
purchase the Shares is not assignable.
IN WITNESS WHEREOF, the Fund and the Purchaser have caused their duly
authorized officers to execute this Subscription Agreement as of the date first
above written.
REAL ESTATE INCOME FUND INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
SALOMON BROTHERS HOLDING COMPANY INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary